As filed with the Securities and Exchange Commission on January 22, 2009

Registration No. 333-102502

 










UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933


LEGG MASON, INC.




(Exact Name of Registrant as Specified in its Charter)


Maryland
 

52-1200960





(State or Other Jurisdiction 

of Incorporation or Organization)

(IRS Employer

 Identification No.)


100 Light Street

Baltimore, Maryland 21202




(Address, including zip code, of principal executive offices)


Registrant's telephone number, including area code:

(410) 539-0000




 


Legg Mason Wood Walker, Incorporated

Key Employee Phantom Stock Agreements




(Full title of the plan)


Thomas P. Lemke

Senior Vice President and General Counsel

Legg Mason, Inc.

100 Light Street

Baltimore, Maryland 21202

410-539-0000




(Name, address, including zip code, and telephone 

number, including area code, of agent for service)


Copy to:

James S. Scott Sr., Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

212-848-4000




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer þ

Accelerated filer ¨


Non-accelerated filer ¨


Smaller reporting company ¨


 












DEREGISTRATION OF SECURITIES
				

On January 14, 2003, Legg Mason, Inc. (the "Registrant") filed a registration statement on Form S-8, File No. 333-102502 (the "Registration Statement"), with the Securities and Exchange Commission which registered 600,000 shares of the Registrant's common stock, $.10 par value ("Common Stock"), reserved for issuance under the Legg Mason Wood Walker, Incorporated Key Employee Phantom Stock Agreements (the "Plan").
This Post-Effective Amendment No. 1 is being filed to deregister all authorized shares of Common Stock reserved for issuance under the Plan that have not yet been issued under the Registration Statement.
Accordingly, the Registrant hereby deregisters the Common Stock that has not been and will not be issued under the Plan.  Upon effectiveness hereof, no shares of Common Stock remain registered under the Registration Statement for issuance under the Plan.  


 
 
 

LEGG MASON, INC.

(Registrant)

 
 
 
 


Date:  January 22, 2009

By:

/s/ Mark R. Fetting               

Mark R. Fetting

Chairman, President and Chief

Executive Officer







2









Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated. 


Signature

   

Title

   

Date







 
 
 
 


/s/ Mark R. Fetting                 

Mark R. Fetting

   

Chairman, President and

  Chief Executive Officer

  (Principal Executive Officer)

January 22, 2009


/s/ Charles J. Daley, Jr.           

Charles J. Daley, Jr.

   

Chief Financial Officer, Senior

  Vice President and Treasurer

  (Principal Financial and

  Accounting Officer)

January 22, 2009


/s/ Harold L. Adams                

Harold L. Adams

   

Director
 

January 22, 2009


/s/ Robert E. Angelica             

Robert E. Angelica

   

Director
 

January 22, 2009


/s/ Dennis R. Beresford            

Dennis R. Beresford

   

Director
 

January 22, 2009


/s/ John E. Koerner III            

John E. Koerner III

   

Director
 

January 22, 2009


/s/ Cheryl Gordon Krongard    

Cheryl Gordon Krongard

   

Director
 

January 22, 2009


/s/ Scott C. Nuttall                  

Scott C. Nuttall

   

Director
 

January 22, 2009


/s/ W. Allen Reed                   

W. Allen Reed

   

Director
 

January 22, 2009


/s/ Margaret Milner Richardson

Margaret Milner Richardson

   

Director
 

January 22, 2009


/s/ Nicholas J. St. George        

Nicholas J. St. George

   

Director
 

January 22, 2009


/s/ Roger W. Schipke               

Roger W. Schipke

   

Director
 

January 22, 2009


/s/ Kurt L. Schmoke                

Kurt L. Schmoke

   

Director
 

January 22, 2009


/s/ James E. Ukrop                  

James E. Ukrop

   

Director
 

January 22, 2009


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